Engineering Services Agreement Bath and Tennis Emergency GeneratorCONTRACT BETWEEN
THE VILLAGE OF OAK BROOK
AND KLUBER, INC.
PROFESSIONAL ENGINEERING SERVICES
FOR THE BATH AND TENNIS CLUB HOUSE EMERGENCY GENERATOR
In consideration of the agreements set forth below, the Village of Oak
Brook, Illinois, 1200 Oak Brook Road, Oak Brook, Illinois 60523, a unit of local
government created and existing under the laws of the State of Illinois (the "Owner"
or "Village"), and Kluber, Inc., 10 South Shumway Avenue, Batavia, Illinois 60510,
an engineering firm (the "Consultant"), make this Contract as of 3WXWLA 021
2018, and hereby agree as follows: 0 -
ARTICLE I
THE SERVICES
1.1 Performance of the Services
Consultant shall, at its sole cost and expense, provide, perform, and complete
all of the following services, all of which is herein referred to as the "Services":
A. Labor, Equipment Materials and Supplies. Provide, perform, and
complete, in the manner described and specified in this Contract, all professional
services necessary to accomplish the "Project," as defined in the following:
1. The Consultant's Proposal attached to this Contract as Attachment
A, and
2. With the insurance coverage listed in Attachment B attached to this
Contract.
B. Insurance. Procure and furnish all required certificates and policies of
insurance specified in Attachment B.
C. Standard of Performance. Provide, perform, and complete all of the
foregoing in a professional manner, consistent with the professional standards of
care of qualified engineers doing similar service in the Chicago Metropolitan Area
and in full compliance with this Contract (the "Standard of Performance").
1.2 Completion Date
Consultant shall diligently and continuously perform the Services at such a
rate as will allow the Services to be fully performed and completed in compliance
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with this Contract not later than the "Completion Date" set forth in Attachment A.
The rate of progress and time of completion are referred to in this Contract as the
"Contract Time."
1.3 Reauired Submittals
A. Submittals Required. Consultant shall submit to Owner all reports,
documents, data, and information required to be submitted by Consultant under
this Contract (the "Required Submittals").
B. Time of Submission and Owner's Review. All Required Submittals
shall be provided to Owner no later than the time, if any, specified in Attachment A,
or otherwise in this Contract. If no time for submission is specified for any
Required Submittal, then that Submittal shall be submitted within a reasonable
time in light of its purpose and, in all events, in sufficient time, in Owner's opinion,
to permit Owner to review that Submittal same prior to the commencement of any
part of the Services to which that Submittal may relate. Owner shall have the right
to require such corrections as may be necessary to make any Required Submittal
conform to this Contract. No Services related to any Required Submittal shall be
performed by Consultant until Owner has completed review of such Required
Submittal with no exception noted. Owner's review and approval of any Required
Submittal shall not relieve Consultant of the entire responsibility for the
performance of the Services in full compliance with, and as required by or pursuant
to this Contract, and shall not be regarded as any assumption of risk or liability by
Owner. The Consultant shall not be held liable for claims of delay caused by the
Owner's failure to timely review and approve any Required Submittal.
1.4 Review and Incorporation of Contract Provisions
Consultant represents and declares that it has carefully reviewed, and fully
understands, this Contract, including all of its Attachments, all of which are by this
reference incorporated into and made a part of this Contract.
1.5 Financial and Technical Ability to Perform
Consultant represents and declares that it is financially solvent, and has the
financial resources necessary, and has sufficient experience and competent, and has
the necessary capital, facilities, organization, and staff necessary to provide,
perform, and complete the Services in full compliance with, and as required by or
pursuant to, this Contract.
1.6 Time
Consultant represents and declares that the Contract Time is sufficient time
to permit completion of the Services in full compliance with, and as required by or
pursuant to, this Contract for the Contract Price.
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1.7 Consultant's Personnel and Sub -Consultants
A. Consultant's Personnel. Consultant shall provide all personnel
necessary to complete the Services.
B. Approval and Use of Sub -Consultants. Consultant shall perform the
Services with its own personnel and under the management, supervision, and
control of its own organization unless otherwise approved by Owner in writing. All
sub -consultants and subcontracts used by Consultant shall be acceptable to, and
approved in advance by, Owner. Owner's approval of any sub -consultant or
subcontract shall not relieve Consultant of full responsibility and liability for the
provision, performance, and completion of the Services in full compliance with, and
as required by or pursuant to, this Contract. All Services performed under any
subcontract shall be subject to all of the provisions of this Contract in the same
manner as if performed by employees of Consultant. Every reference in this
Contract to "Consultant" shall be deemed also to refer to all sub -consultants of
Consultant. Every subcontract shall include a provision binding the sub -consultant
to all provisions of this Contract.
C. Removal of Personnel and Sub -Consultants. If any personnel or sub -
consultant fails to perform the part of the Services undertaken by it in compliance
with this Contract or in a manner reasonably satisfactory to Owner, Consultant,
immediately upon notice from Owner, shall remove and replace such personnel or
sub -consultant. Consultant shall have no claim for damages, for compensation in
excess of the Contract Price, or for a delay or extension of the Contract Time as a
result of any such removal or replacement.
1.8 Owner's Responsibilities
Owner shall, at its sole cost and expense: (a) designate in writing a person
with authority to act as Owner's representative and on Owner's behalf with respect
to the Services except those matters that may require approval of Owner's Board of
Trustees; (b) provide to Consultant all criteria and full information as to Owner's
requirements for the Project or work to which the Services relate, including Owner's
objectives and constraints, schedule, space, capacity and performance requirements,
and budgetary limitations relevant to the Project; (c) provide to Consultant all
existing studies, reports, and other available data relevant to the Project;
(d) arrange for access to and make all provisions for Consultant to enter upon public
and private property as reasonably required for Consultant to perform the Services;
(e) provide surveys describing physical characteristics, legal limitations, and utility
locations for the Project and the services of geotechnical engineers or other
consultants when such services are reasonably requested by Consultant and are
necessary for the performance of the Services; (f) provide structural, mechanical,
chemical, air and water pollution tests, test for hazardous materials, and other
laboratory and environmental tests, inspections, and reports required by law to be
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provided by Owner in connection with the Project; (g) review Required Submittals
and other reports, documents, data, and information presented by Consultant as
appropriate; (h) provide approvals from all governmental authorities having
jurisdiction over the Project when such services are reasonably requested by
Consultant; (i) except as provided in Article IV of this Contract, provide all
accounting, insurance, and legal counseling services as may be necessary from time
to time in the judgment of Owner to protect Owner's interests with respect to the
Project; (j) attend Project related meetings; and (k) give prompt written notice to
Consultant whenever Owner observes or otherwise becomes aware of any
development that affects the scope or timing of the Services, provided, however,
that failure to give such notice shall not relieve Consultant of any of its
responsibilities under this Contract.
1.9 Owner's Right to Terminate or Suspend Services for Convenience
A. Termination or Suspension for Convenience. Owner shall have the
right, at any time and for its convenience, to terminate or suspend the Services in
whole or in part at any time by written notice to Consultant. Every such notice
shall state the extent and effective date of such termination or suspension. On such
effective date, Consultant shall, as and to the extent directed, stop Services under
this Contract, cease all placement of further orders or subcontracts, terminate or
suspend Services under existing orders and subcontracts, and cancel any
outstanding orders or subcontracts that may be canceled.
B. Payment for Completed Services. In the event of any termination
pursuant to Subsection 1.9A above, Owner shall pay Consultant (1) such direct
costs, including overhead, as Consultant shall have paid or incurred for all Services
done in compliance with, and as required by or pursuant to, this Contract up to the
effective date of termination; and (2) such other costs pertaining to the Services,
exclusive of overhead and profit, as Consultant may have reasonably and
necessarily incurred as the result of such termination. Any such payment shall be
offset by any prior payment or payments and shall be subject to Owner's rights, if
any, to withhold and deduct as provided in this Contract.
ARTICLE II
CHANGES AND DELAYS
2.1 Changes
Owner shall have the right, by written order executed by Owner, to make
changes to the timing or scope of the Services to be provided pursuant to this
Contract (a "Services Change Order"). When a Services Change Order causes an
increase or decrease in the amount of the Services, an equitable adjustment in the
Contract Price or Contract Time may be made. No decrease in the amount of the
Services caused by any Services Change Order shall entitle Consultant to make any
claim for damages, anticipated profits, or other compensation. Consultant shall not
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undertake any change in the Services without receipt of an executed Services
Change Order from Owner.
2.2 Delays
For any delay that may result from causes that could not be avoided or
controlled by Consultant, Consultant, upon timely written application, shall be
entitled to an extension of the Contract Time for a period of time equal to the delay
resulting from such unavoidable cause. No extension of the Contract Time shall be
allowed for any other delay in completion of the Services. In the event of a delay in
the project outside of the control of Consultant that affects Consultant's ability to
perform the Services, the Contract Price shall be adjusted for any actual increase in
costs necessarily incurred by Consultant in the performance of the Services.
2.3 No Constructive Service Change Orders
No claim for an equitable adjustment in the Contract Price or Contract Time
shall be made or allowed unless it is embodied in a Services Change Order agreed to
by Owner and Consultant. If Consultant believes it is entitled to an equitable
adjustment in the Contract Price or Contract Time that has not been included, or
fully included, in a Services Change Order, then Consultant shall submit to Owner
a written request for the issuance of, or revision of, a Services Change Order,
including the equitable adjustment, or the additional equitable adjustment, in the
Contract Price or Contract Time that Consultant claims has not been included, or
fully included, in a Services Change Order. Such request shall be submitted before
Consultant proceeds with any Services for which Consultant claims an equitable
adjustment is due.
ARTICLE III
CONSULTANT'S RESPONSIBILITY FOR DEFECTIVE SERVICES
3.1 Representation of Compliance
A. Scone of Representation. The Services and all of its components shall
conform to the requirements of this Contract and shall be performed in accordance
with Standard of Performance as defined in Subsection LIC of this Contract (the
Representation of Compliance").
B. Opinions of Cost. It is recognized that neither Consultant nor Owner
has control over the costs of labor, material, equipment or services furnished by
others or over competitive bidding, market or negotiating conditions, or construction
contractors' methods of determining their prices. Accordingly, any opinions of
probable Project costs or construction costs provided for herein are estimates only,
made on the basis of Consultant's experience and qualifications and represent
Consultant's best judgment as an experienced and qualified professional, familiar
with the industry. Consultant does not guaranty that proposals, bids or actual
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Project costs or construction costs will not vary from opinions of probable cost
prepared by Consultant.
3.2 Corrections
Consultant shall be responsible for the quality, technical accuracy,
completeness and coordination of all Services under this Contract. Consultant
shall, promptly and without charge, correct all errors in any Services provided by
Consultant.
3.3 Risk of Loss
The Services shall be provided, performed, and completed at the risk and cost
of Consultant. Consultant shall be responsible for damages to property or persons
to the extent caused by Consultant's errors, omissions, or negligent acts and for any
losses or costs to repair or remedy any work undertaken by Owner based on the
Services as a result of any such errors, omissions, or negligent acts.
Notwithstanding any other provision of this Contract, Consultant's obligations
under this Section 3.3 shall exist without regard to, and shall not be construed to be
waived by, the availability or unavailability of any insurance, either of Owner or
Consultant, to indemnify, hold harmless, or reimburse Consultant for such
damages, losses, or costs.
ARTICLE IV
INSURANCE: INDEMNIFICATION
4.1 Insurance
Contemporaneous with Consultant's execution of this Contract, Consultant
shall provide certificates and policies of insurance evidencing at least the minimum
insurance coverage and limits set forth in Attachment B. For good cause shown,
Owner may extend the time for submission of the required policies of insurance
upon such terms, and with such assurances of complete and prompt performance, as
Owner may impose in the exercise of its sole discretion. Such policies shall be in a
form reasonably acceptable to Owner. Such insurance shall provide that no change
to or cancellation of any insurance, nor any reduction in limits or coverage or other
modifications affecting this Agreement, shall become effective until the expiration of
30 days after written notice thereof shall have been given by the insurance company
to Owner. Consultant shall, at all times while providing, performing, or completing
the Services, including without limitation at all times while providing corrective
Services pursuant to Section 3.2 of this Contract, maintain and keep in force, at
Consultant's expense, at least the minimum insurance coverage and limits set forth
in Attachment B.
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4.2 Indemnification
Consultant, without regard to the availability or unavailability of any
insurance, either of Owner or Consultant, shall, to the fullest extent permitted by
law, indemnify, save harmless, and reimburse Owner against any and all lawsuits,
claims, demands, damages, liabilities, losses, and expenses, including reasonable
attorneys' fees, that may arise or be alleged to have arisen out of or in connection
with Consultant's negligent acts, errors, or omissions, except only to the extent
caused by the sole negligence of Owner.
ARTICLE V
PAYMENT
5.1 Contract Price
Owner shall pay to Consultant, in accordance with and subject to the terms
and conditions set forth in this Article V and Attachment A, and Consultant shall
accept in full satisfaction for providing, performing, and completing the Services,
the amount or amounts in the schedule of prices set forth in Attachment A
("Contract Price"), subject to any additions, deductions, or withholdings provided for
in this Contract.
5.2 Taxes. Benefits and Royalties
The Contract Price includes applicable federal, state, and local taxes of every
kind and nature applicable to the Services as well as all taxes, contributions, and
premiums for unemployment insurance, old age or retirement benefits, pensions,
annuities, or other similar benefits. Consultant shall have no claim or right to
claim additional compensation by reason of the payment of any such tax,
contribution, premium, costs, royalties, or fees.
5.3 Progress Pavments
A. Payment in Installments. The Contract Price shall be paid in monthly
installments in the manner set forth in Attachment A ("Progress Payments").
B. Pay Requests. Consultant shall, as a condition precedent to its right to
receive each Progress Payment, submit to Owner an invoice accompanied by such
receipts, vouchers, and other documents as may be necessary to reasonably
establish Consultant's prior payment for all labor, material, and other things
covered by the invoice and the absence of any lien or other interest of any party in
regard to the Services performed under this Contract. In addition to the foregoing,
such invoice shall include (a) employee classifications, rates per hour, and hours
worked by each classification, and, if the Services are to be performed in separate
phases, for each phase; (b) total amount billed in the current period and total
amount billed to date, and, if the Services are to be performed in separate phases,
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for each phase; (c) the estimated percent completion, and, if the Services are to be
performed in separate phases, for each phase; and (d) Consultant's certification
that, to the best of Consultant's knowledge, information, and belief, all prior
Progress Payments have been properly applied to the Services with respect to which
they were paid. Owner may, by written notice to Consultant, designate a specific
day of each month on or before which pay requests must be submitted.
5.4 Final Acceptance and Final Payment
The Services or, if the Services are to be performed in separate phases, each
phase of the Services, shall be considered complete on the date of final written
acceptance by Owner of the Services or each phase of the Services, as the case may
be, which acceptance shall not be unreasonably withheld or delayed. The Services
or each phase of the Services, as the case may be, shall be deemed accepted by
Owner if not objected to in writing within 30 days after submission by Consultant of
the Services or such phase of Services for final acceptance and payment plus, if
applicable, such additional time as may be considered reasonable for obtaining
approval of governmental authorities having jurisdiction to approve the Services, or
phase of Services, as the case may be. Within 30 days after final acceptance, Owner
shall pay to Consultant the balance of the Contract Price or, if the Services are to be
performed in separate phases, the balance of that portion of the Contract Price with
respect to such phase of the Services, after deducting therefrom charges, if any,
against Consultant as provided for in this Contract ("Final Payment"). The
acceptance by Consultant of Final Payment with respect to the Services or a
particular phase of Services, as the case may be, shall operate as a full and complete
release of Owner of and from any and all lawsuits, claims, or demands for further
payment of any kind for the Services or, if the Services are performed in separate
phases, for that phase of the Services.
5.5 Deductions
A. Owner's Right to Withhold. Notwithstanding any other provision of
this Contract, Owner shall have the right to deduct and withhold from any Progress
or Final Payment that may be or become due under this Contract such amount as
may reasonably appear necessary to compensate Owner for any loss due to (1)
Services that are defective, nonconforming, or incomplete; (2) liens or claims of lien;
(3) claims of Consultant's sub -consultants, suppliers, or other persons regardless of
merit; (4) delay by Consultant in the completion of the Services; (5) the cost to
Owner, including reasonable attorneys' fees, of correcting any of the aforesaid
matters or exercising any one or more of Owner's remedies set forth in Section 6.1 of
this Contract. Owner shall notify Consultant in writing given in accordance with
Section 7.8 of this Contract of Owner's determination to deduct and withhold funds,
which notice shall state with specificity the amount of, and reason or reasons for,
such deduction and withholding.
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B. Use of Withheld Funds. Owner shall be entitled to retain any and all
amounts withheld pursuant to Subsection 5.5A above until Consultant shall have
either performed the obligations in question or furnished security for such
performance satisfactory to Owner. Owner shall be entitled to apply any money
withheld or any other money due Consultant under this Contract to reimburse itself
for any and all costs, expenses, losses, damages, liabilities, suits, judgments,
awards, and reasonable attorneys' fees (collectively "Costs") incurred, suffered, or
sustained by Owner and chargeable to Consultant under this Contract. Owner
shall notify Consultant in writing given in accordance with Section 7.8 of this
Contract of each application by Owner of money to reimburse such Costs.
5.6 Accountine
Consultant shall keep accounts, books, and other records of all its billable
charges and costs incurred in performing the Services in accordance with generally
accepted accounting practices, consistently applied, and in such manner as to
permit verification of all entries. Consultant shall make all such material available
for inspection by Owner, at the office of Consultant during normal business hours
during this Contract and for a period of three years after termination of this
Contract. Copies of such material shall be furnished, at Owner's expense, upon
request.
ARTICLE VI
6.1 Owner's Remedies
If it should appear at any time prior to Final Payment for all work that
Consultant has failed or refused to perform, or has delayed in the performance of,
the Services ("Event of Default"), and has failed to cure any such Event of Default
within five business days after Consultant's receipt of written notice of such Event
of Default, then Owner shall have the right, at its election and without prejudice to
any other remedies provided by law or equity, to pursue any one or more of the
following remedies:
1. Owner may require Consultant, within such reasonable time as may be
fixed by Owner, to complete or correct all or any part of the Services
that are defective, nonconforming, or incomplete and to such other
action as is necessary to bring Consultant and the Services into
compliance with this Contract.
2. Owner may terminate this Contract without liability for further
payment of amounts due or to become due under this Contract.
3. Owner may recover from Consultant any and all costs, including
reasonable attorneys' fees, incurred by Owner as the result of any
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Event of Default or as a result of actions taken by Owner in response
to any Event of Default.
6.2 Consultant's Remedy
Consultant may terminate this Contract upon for failure of Owner to make
Progress Payments to which Consultant is entitled if Owner has failed to cure such
failure within five business days after Owner's receipt of written notice from
Consultant of such failure.
6.3 Terminations and Suspensions by Owner Deemed for Convenience
Any termination or suspension by Owner of Consultant's rights under this
Contract for an alleged default that is ultimately held unjustified shall
automatically be deemed to be a termination or suspension for the convenience of
Owner under Section 1.9 of this Contract.
ARTICLE VII
LEGAL RELATIONSHIPS AND REQUIREMENTS
7.1 Binding Effect
This Contract shall be binding on Owner and Consultant and on their
respective heirs, executors, administrators, personal representatives, and permitted
successors and assigns. Every reference in this Contract to a party shall also be
deemed to be a reference to the authorized officers, employees, agents, and
representatives of such party.
7.2 Relationship of the Parties
Consultant shall act as an independent contractor in providing and
performing the Services. Nothing in, nor done pursuant to, this Contract shall be
construed (1) to create the relationship of principal and agent, partners, or joint
venturers between Owner and Consultant or (2) to create any relationship between
Owner and any sub -consultant of Consultant.
7.3 No Collusion
Consultant hereby represents and certifies that Consultant is not barred
from contracting with a unit of state or local government as a result of (i) a
delinquency in the payment of any tax administered by the Illinois Department of
Revenue unless Consultant is contesting, in accordance with the procedures
established by the appropriate revenue Act, its liability for the tax or the amount of
the tax, as set forth in 65 ILCS 5/11-42.1-1; or (ii) a violation of either Section 33E-3
or Section 33E-4 of Article 33E of the Criminal Code of 1961, 720 ILCS 5/33E-1 et
seq. Consultant hereby represents that the only persons, firms, or corporations
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interested in this Contract as principals are those disclosed to Owner prior to the
execution of this Contract, and that this Contract is made without collusion with
any other person, firm, or corporation. If at any time it shall be found that
Consultant has, in procuring this Contract, colluded with any other person, firm, or
corporation, then Consultant shall be liable to Owner for all loss or damage that
Owner may suffer thereby, and this Contract shall, at Owner's option, be null and
void.
7.4 Assignment
Consultant shall not (1) assign this Contract in whole or in part, (2) assign
any of Consultant's rights or obligations under this Contract, or (3) assign any
payment due or to become due under this Contract without the prior express
written approval of Owner, which approval may be withheld in the sole and
unfettered discretion of Owner; provided, however, that Owner's prior written
approval shall not be required for assignments of accounts, as defined in the Illinois
Commercial Code, if to do so would violate Section 9-318 of the Illinois Commercial
Code, 810 ILCS 5/9-318. Owner may assign this Contract, in whole or in part, or
any or all of its rights or obligations under this Contract, without the consent of
Consultant.
7.5 Confidential Information
All information supplied by Owner to Consultant for or in connection with
this Contract or the Services shall be held confidential by Consultant and shall not,
without the prior express written consent of Owner, be used for any purpose other
than performance of the Services.
7.6 No Waiver
No act, order, approval, acceptance, or payment by Owner, nor any delay by
Owner in exercising any right under this Contract, shall constitute or be deemed to
be an acceptance of any defective, damaged, flawed, unsuitable, nonconforming, or
incomplete Services, nor operate to waive any requirement or provision of this
Contract or any remedy, power, or right of Owner.
7.7 No Third Party Beneficiaries
No claim as a third party beneficiary under this Contract by any person, firm,
or corporation (other than Owner and Consultant) shall be made or be valid against
Owner or Consultant.
7.8 Notices
All notices required or permitted to be given under this Contract shall be in
writing and shall be deemed received by the addressee thereof when delivered in
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person on a business day at the address set forth below or after being deposited in
the United States mail, for delivery at the address set forth below by properly
addressed, postage prepaid, certified or registered mail, return receipt requested.
Notices and communications to Owner shall be addressed to, and delivered
at, the following address:
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60302
Attention: Doug Patchin, Public Works Director
Notices and communications to Consultant shall be addressed to, and
delivered at, the following address:
Kluber, Inc.
10 South Shumway Avenue
Batavia, Illinois 60510
Attention: Michael T. Kluber, P.E., President
The foregoing shall not be deemed to preclude the use of other non -oral means of
notification or to invalidate any notice properly given by any such other non -oral
means.
By notice complying with the requirements of this Section 7.8, Owner and
Consultant each shall have the right to change the address or addressee or both for
all future notices to it, but no notice of a change of address or addressee shall be
effective until actually received.
7.9 Governing Laws
This Contract and the rights of Owner and Consultant under this Contract
shall be interpreted according to the internal laws, but not the conflict of laws rules,
of the State of Illinois.
7.10 Changes in Laws
Unless otherwise explicitly provided in this Contract, any reference to laws
shall include such laws as they may be amended or modified from time to time.
7.11 Compliance with Laws and Grants
The Services shall be provided, performed, and completed in accordance with
all required governmental permits, licenses, or other approvals and authorizations,
and with applicable statutes, ordinances, rules, and regulations. This requirement
includes, but is not limited to, compliance with the Fair Labor Standards Act; any
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statutes regarding qualification to do business; any statutes prohibiting
discrimination because of, or requiring affirmative action based on, race, creed,
color, national origin, age, sex, or other prohibited classification, including, without
limitation, the Americans with Disabilities Act of 1990, 42 U.S.C. §§ 12101 et seq.,
and the Illinois Human Rights Act, 775 ILCS 5/1-101 et seq. Consultant shall also
comply with applicable conditions of any federal, state, or local grant received by
Owner or Consultant with respect to this Contract or the Services.
Consultant shall be liable for any fines or civil penalties that may be imposed
or incurred by a governmental agency with jurisdiction over the Services as a result
of Consultant's or its sub -consultants' improper performance of, or failure to
properly perform, the Services or any part thereof.
Every provision of law required by law to be inserted into this Contract shall
be deemed to be inserted herein.
7.12 Ownership of Documents
Consultant and Consultant's sub -consultants shall be deemed the original
authors and owners respectively of materials produced pursuant to this Contract
and shall retain all common law, statutory and other reserved rights, including
copyrights. Consultant hereby grants and conveys to Owner perpetual, irrevocable
non-exclusive rights and license to use all Required Submittals and other materials
produced under this Contract for Owner's purposes and no other purposes.
7.13 Time
Except where otherwise stated, references in this Contract to days shall be
construed to refer to calendar days.
7.14 Severability
The provisions of this Contract shall be interpreted when possible to sustain
their legality and enforceability as a whole. In the event any provision of this
Contract shall be held invalid, illegal, or unenforceable by a court of competent
jurisdiction, in whole or in part, neither the validity of the remaining part of such
provision, nor the validity of any other provisions of this Contract shall be in any
way affected thereby.
7.15 Entire Agreement
This Contract sets forth the entire agreement of Owner and Consultant with
respect to the accomplishment of the Services and the payment of the Contract
Price therefor, and there are no other understandings or agreements, oral or
written, between Owner and Consultant with respect to the Services and the
compensation therefor. The proposal attached as Attachment A is attached hereto
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for reference only and other than as specifically referred to and incorporated herein,
the terms and conditions set forth in the proposal do not form part of this
Agreement,
7.16 Amendments
No modification, addition, deletion, revision, alteration, or other change to
this Contract shall be effective unless and until such change is reduced to writing
and executed and delivered by Owner and Consultant.
IN WITNESS WHEREOF, Owner and Consultant have caused this Contract
to be executed in two original counterparts as of the day and year first written
above.
Village of O
111111111
By:
Riccardo F, Qinex
Villa a Manager
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By:
Charlotte Pruss
Village Clerk
Kluber, Inc.
By:
Name:
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Title:
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Attest:
By:
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Name:
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Title:
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ATTACHMENT A
PROPOSAL DATED JANUARY 24, 2018
NKI u ber
Architects + Engineers
January 24, 2018
Doug Patchin
Director Public Works
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60523
Re: Village of Oak Brook —Bath and Tennis Center— Emergency Generator
Kluber, Inc. Proposal No. 180124.01
Dear Mr. Patchin:
www.klubednc.com
Thank you for the opportunity to present this Proposal for Professional Services for the above referenced Project. it is
our understanding that Project consists of providing a new emergency generator based on the recommendations set
forth in the Study recently completed by Kluber Inc. dated December 19, 2017 for the Oak Brook Bath and Tennis
Center.
OVERVIEW OF PROJECT SCOPE
Our involvement In the Project consists of providing the professional services required for developing the construction
documents, bidding phase and Construction Administration Phase Services for the implementation of the
recommendations noted in our report dated December 19, 2017. The recommendations from that report are
summarized below and establish the Scope of Services:
1. A single 233 kW natural gas generator will be placed on the east end of the property adjacent to the
building.
2. The Service #2 main service entrance equipment will be modified to Incorporate the new generator and
load transfer capabilities.
3. Service #1 will be demolished and replaced with a secondary building feeder distribution.
4. A feeder will be trenched from Service #2 to Service #1 to incorporate these loads (Service #1) into the
modified Service #2.
5. The existing 60 kw generator will be demolished.
INITIAL INFORMATION
o The Owner's budget for the Cost of the Work is $248,000.00 as indicated in our report dated December 19,
2017. The Cost of the Work Is the total cost to construct all elements of the Project designed or specified by
Kluber, Inc.; it does not include AIE fees, land acquisition costs, permit fees, utility service connection or
activation fees, financing costs, contingencies for changes in the Work, or other soft costs that are the
responsibility of the Owner.
e The anticipated Project schedule is to be determined as mutually agreed, with the understanding that the
Project is anticipated to take 11 months to complete from the start of design to final acceptance.
• The intended Project delivery method is a single contract for General Construction; single bid package.
o The Owners representative for the Project will be Doug Patchin.
o Kluber, Inc.'s representative for the Project will be Mike Kluber.
The foregoing is based on our telephone conversations with you and our report date December 19, 2017.
Balwia Office Guim office
108oulh ftnavay Avenue 42120W Grand Avenue, Suite 101
Batavia, 111WIS 60610 Gurrua!, Illinois 60031
630.406.1213 847.336.3426
SERVICES
Kluber, Inc. proposes to provide usual and customary architectural and engineering Services forthe Project asset forth
In the standardized AIA B105- 2007 Standard Form of Agreement Between Owner and Architect for a Residential or
Small Commercial Project, and in accordance with the general understandings applicable to our relationship with you,
with limitations as follows. The Village will prepare its standard contract form with language and terms anticipated to
be consistent with contracts we have performed on past projects and forward for our signature and execution:
Construction Document Phase:
• Site review to document existing conditions.
• W -off meeting with Owner to discuss Project in detail.
• Prepare existing CAD backgrounds as required for the scope of our work.
• Perform code review as required for work related to Project scope of work.
• Develop technical spsolfications.
• Develop technical drewings.
• Review final documents with Owner prior to bidding.
Bidding Phase:
• Assist Owner in contacting potential bidders for Project.
• Prepare agenda and attend pre-bid meefing.
• Respond to contractor questions during bidding.
• Issue addenda (t required).
• Attend bid opening.
• Perform contractor bid review evaluations.
• Prepare and issue contractor bid results Letter.
Construction Administration Phase:
• Prepare agenda and attend pre -construction meeting.
• Respond to Contractor questions.
• Review progress pay requests if requested.
• Prepare documents for permit submission by the Contractor and respond to permit comments from the
Authority having Jurisdiction.
• Perform a maximum of two (2) site visits per month for progress meefings, to address contractor questions
and to observe the work is proceeding in general conformance with the contract documents with a maximum
of 6 visits.
• Perform up to two (2) reviews of each construction submittal.
• Perform one (1) site visit to confirm Substantial Completion and identify punch fist items.
• Perform one (1) site visit to verify completion of punch list items and confirm Final Completion of the Work.
ADDITIONAL SERVICES
Additional Services are not included in the Services described above, but may be required for the Project or specifically
requested by Village of Oak Brook,
COMPENSATION
Kluber, Inc. proposes to provide the Services described above for a lump sum fees noted below including reimbursable
expenses as detailed below.
Kluber, Inc. proposes to provide the Additional Services described above for the fees scheduled below.
Compensation for Services and Additional Services does not include the services of other independent professionals,
associates, or other consultants. If they are required, our fee will be increased by the direct cock of those services
multiplied by a factor of 1.15 for overhead, coordination and management of the delivery of those services.
Our billing for Services will he based on progress of the work performed and is outlined as follows:
Services:
Construction Documents Phase............................................................$26,880.00
Bidding/Negotiation Phase......................................................................$1,320.00
Construction Administration Phase......................................................... $4,550.00
Basic Services Fee:
........................ $32,750.OD
Reimbursable Expenses:
............................. $150.00
Total Services Fee:
........................ $32,9DO.00
Additional Services:
As requested..............................................................At Hourly Rates listed below
Reimbursable Expenses incurred in connection with our services will be charged on the basis of cost, without additional
markup. Anticipated reimbursable expenses for this project include expedited courier services, printing and plotting,
document reproduction, premiums for professional liability insurance in excess of usual and customary coverage and
models, renderings or professional photography, and are anticipated not to exceed $150.00.
Changes in services, when au0horized, will be charged on an hourly rate as scheduled hereafter and amended annually
in accordance with our hourly rate schedule (2018):
Kluber Architects + Engineers Staff
Hourly Rate
Principal.....................................................................................................$225.00
ProjectManager............................................................................$175.0(
Project Mechanical Engineer III ...............................................
_................. $165.00
Project Mechanical Engineer II...................................................................$140.00
Project Mechanical Engineer I....................................................................$115.00
Project Electrical Engineer III ........................................ _
........................... $165.00
Project Electrical Engineer II....................................................................$140.00
Project Electrical Engineer I ................................................... _.................. $115.00
Project Structural Engineer III ............................................ _...................... $165.00
Project Structural Engineer il................................... _................................ $140.00
ProjectStructural Engineer I......................................................................$115.00
ProjectArchitect III.....................................................................................$135.00
ProjectArchitect 11 .................................................... _................................ $115.00
Project Architect I.........................................................................................$95.00
Interior Designer III.....................................................................................$115.00
InteriorDesigner II ........................ ................................. _
............................. $95.00
InteriorDesigner I.........................................................................................$75.00
Construction Observer.................................................................................$95.00
SeniorProject Coordinator ..................... _.................... _..............................
$75.00
Project Coordinator......................................................................................$55.00
TIMING
All services contemplated within this proposal shall be completed within 11 months atter the acceptance date. Services
performed after closure of that window will be billed hourly in accordance with the rates set forth above.
FINAL NOTE
If this Proposal sadsfactoriiy sets forth your understanding of our agreement, we would appreciate your authorization
b Proceed with this Work. We are avaliable to discuss any aspect of this proposal with you at your convenL4=.
MUW, Irrc, appreciates fire interest expressed In our firm and we look forward to serving your needs in the future.
I.h: I N1
I�IIh:�
ri .1
Confided^ Notim.
The contents of thfs proposal aro confidential and may not be dstrtbuled to persona dw than VMW of Oak Brock.
ATTACHMENT B
INSURANCE REQUIREMENTS
Certificates of Insurance shall be presented to the Village upon execution of this
contract and vendor shall not commence work until it provides and receives
acceptance of insurance certificates from the Village as required by this exhibit.
Each contractor performing any work pursuant to a contract with the Village of
Oak Brook and each permittee working under a permit as required pursuant to
the provisions of Title 1 of Chapter S of the Code of Ordinances of the Village of
Oak Brook (hereinafter referred to as "Insured") shall be required to carry such
insurance as specified herein. Such contractor and permittee shall procure and
maintain for the duration of the contract or permit insurance against claims for
injuries to persons or damages to property which may arise from or in connection
with the performance of the work under the contract or permit, either by the
contractor, permittee, or their agents, representatives, employees or
subcontractors.
A contractor or permittee shall maintain insurance with limits no less than:
A. General Liability - $2,000,000 combined single limit per occurrence for
bodily injury, personal injury and property damage;
B. Automobile Liability (if applicable) - $1,000,000 combined single limit per
accident for bodily injury and property damage;
C. Worker's Compensation and Employer's Liability - Worker's Compensation
limits as required by the Labor Code of the State of Illinois and Employer's
Liability limits of $1,000,000 per accident.
Any deductibles or self-insured retention must be declared to and approved by
the Village. At the option of the Village, either the insurer shall reduce or
eliminate such deductible or self-insured retention as respects the Village, its
officers, officials, employees and volunteers; or the Insured shall procure a bond
guaranteeing payment of losses and related investigations, claim administration
and defense expenses to the extent of such deductible or self-insured retention.
The policies shall contain, or be endorsed to contain, the following provisions:
D. General Liability and Automobile Liability Coverage -
(1) The Village, its officers, officials, employees and volunteers are to be
covered as additional insureds as respects: liability arising out of
activities performed by or on behalf of the Insured; premises owned,
occupied or used by the Insured. The coverage shall contain no
special limitations on the scope of protection afforded to the Village,
its officers, officials, employees, volunteers, or agents.
(2) The Insured's insurance coverage shall be primary insurance as
respects the Village, its officers, officials, employees, volunteers and
agents. Any insurance or self-insurance maintained by the Village,
its officers, officials, employees, volunteers or agents shall be in
excess of the Insured's insurance and shall not contribute with it.
(3) Any failure to comply with reporting provisions of the policies shall
not affect coverage provided to the Village, its officers, officials,
employees, volunteers or agents.
(4) The Insured's insurance shall apply separately to each covered party
against whom claim is made or suit is brought except with respect to
the limits of the insurer's liability.
E. Worker's Compensation and Employer's Liability Coverage
The policy shall waive all rights of subrogation against the Village, its
officers, officials, employees, volunteers and agents for losses arising
from work performed by the insured for the Village.
Each insurance policy shall be endorsed to state that coverage shall not be
suspended, voided, canceled by either party, reduced in coverage or in limits
except after thirty (30) days prior written notice by certified mail has been
given to the Village. Each insurance policy shall name the Village, its officers,
officials and employees, volunteers and agents as additional Insureds.
Insurance is to be placed with insurers with a Best's rating of no less than A:
VII.
Each Insured shall furnish the Village with certificates of insurance and with
original endorsements effecting coverage required by this provision. The
certificate and endorsements for each insurance policy are to be signed by a
person authorized by that insurer to bind coverage on its behalf. The
certificates and endorsements are to be on forms approved by the Village and
shall be subject to approval by the Village Attorney before work commences.
The Village reserves the right to require complete, certified copies of all
required insurance policies, at any time.
Each insured shall include all subcontractors as insureds under its policies or
shall furnish separate certificates and endorsements for each subcontractor.
All coverages for subcontractors shall be subject to all of the requirements
stated herein.